ANNUAL
REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For
the fiscal year ended February 28, 2014

or

¨

Transitional
Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934

For
the transition period from _________ to _________

Commission
File Number 001-15913

UNITED
STATES BASKETBALL LEAGUE, INC.

(Name
of small business issuer in its charter)

Delaware

06-1120072

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

183 Plains Road, Suite 2, Milford,
Connecticut

06461

(Address of principal executive offices)

(Zip Code)

Issuer's telephone number (203)
877-9508

Securities registered pursuant to
Section 12(b) of the Act:

Securities registered pursuant to
Section 12(g) of the Act:

Common
Stock - $.01 par value

Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes
¨
No x

Indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes
o
No x

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes x
No ¨

Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). Yes x
No ¨

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer ¨

Smaller reporting company x

(Do not check if a smaller reporting company)

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o
No x

State the aggregate
market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the
common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s
most recently completed second fiscal quarter. Approximately $35,675 as of August 31, 2013.

Indicate the
number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 3,512,527
shares of common stock as of June 12, 2014.

Item 1.

Business.

a)

History

United
States Basketball League (“USBL”, “we” or the “Company”) was incorporated in Delaware in May,
1984 as a wholly-owned subsidiary of Meisenheimer Capital, Inc. (“MCI”). MCI is a publicly owned company having made
a registered public offering of its common stock in 1984. Since 1984, MCI has been under the control of the Meisenheimer family.
Members of the Meisenheimer family also have a controlling interest in Spectrum Associates, Inc. (“Spectrum”), a company
engaged in the manufacture of helicopter parts. From time to time, Spectrum has loaned money to us and has engaged in other revenue
generating transactions with us.

b)

Operations

We
were incorporated by MCI for the purpose of developing and managing a professional basketball league, the United States Basketball
League (the “League”). The League was originally conceived to provide a vehicle for college graduates interested in
going professional with an opportunity to improve their skills and to showcase their skills in a professional environment. This
approach afforded the players an opportunity to perhaps be selected by one of the teams comprising the National Basketball Association
(“NBA”) and to attend summer camp sponsored by that team. USBL’s season (April through June of each year) was
specifically designed to afford our League players the chance to participate in the various summer camps run by the teams in the
NBA, which summer camps normally start in August each year. Since 1984 and up to the present time there have been approximately
150 players from our League who also have been selected to play for teams in the NBA. A sizable number of our players were eventually
selected to play in NBA all star games. Additionally, a total of approximately 75 players were previously selected to play in
the Continental Basketball Association (“CBA”) and the National Basketball Development League (the “NBDL”),
the official developmental league of the NBA.

Since
the inception of our League, we have been primarily engaged in selling franchises and managing the League. From 1985 and up to
the present time, we have sold a total of approximately forty active franchises (teams), a vast majority of which were terminated
for non- payment of their respective franchise obligations. All seasons since 2008have been canceled. At the present time we do
not have any definitive plans as to the scheduling of a new season.

We
are currently in the process of exploring certain strategic alternatives, including the possible sale of the League.

c)

Employees

We
currently have one part-time employee. This employee is currently engaged primarily to respond to inquires for information from
potential strategic parties.

2

Item 1A.

Risk
Factors.

Prospective
investors as well as shareholders should be aware that an investment in USBL involves a high degree of risk. Accordingly, you
are urged to carefully consider the following Risk Factors as well as all of the other information contained in this Annual Report
and the information contained in the Financial Statements and the notes thereto.

Forward
Looking Statements

When
used in this report, the words “may”, “will”, “expect”, “anticipate”, “estimate”
and “intend” and similar expressions are intended to identify forward looking statement within the meaning of Section
21E of the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that may affect our future plan
of operations, business strategy, operating results and financial position. Prospective investors are forewarned and cautioned
that any forward looking statements are not guarantees of future performance and are subject to risks and uncertainties and that
actual results may differ materially from those included within any such forward looking statements.

Our Operating
History Does Not Reflect Profitable Operations

Our
operating history does not reflect a history of profitable operations. Since our inception we have been attempting to develop
the League. Our operations have not been profitable and unless and until we can increase the sale of franchises, schedule a season,
and at the same time attract franchisees who are able or willing to incur start-up costs to develop their respective franchises,
we may continue to operate at a loss. There can be no assurance that we will be successful.

We May Not
Be Able to Continue as a Going Concern

Because
of our historically poor revenues and earnings, our auditors have for at least the last five years included in their
unqualified opinions an emphasis paragraph regarding the uncertainty of our ability to continue to operate as a going
concern. Shareholders and prospective shareholders should weigh this factor carefully in considering the merits of our
company as an investment vehicle.

We Have
Not Been Able to Realize the Full Sales Value of a Franchise

Generally
speaking, we have not been able to collect what we perceive to be true value for a franchise because of the League's overall weak
performance. As such we have sold franchises for less than we believe the true value to be and additionally have extended terms
for payment as an additional inducement to the franchisees to purchase the franchise. As a result, our revenues have been affected
and will continue to be affected until such time as we are able to realize the full value for franchises.

We Lack
Sufficient Capital to Promote the League

In
order for the League to become successful, we have to promote the League and a schedule a season. Historically and up to the present
time, we have lacked sufficient capital to develop a national promotion for the League and have been forced to cancel our last
six seasons. Promotion will achieve two objectives: (i) create more fan interest, and (ii) franchise interest. Until such time
that we can properly promote the League we do not anticipate any significant change in the overall fan interest, and consequently
no significant change in sales of franchises or our ability to schedule a season. Attendance has been rather small and is not
enough to support a team's operations. Without real promotional efforts, we do not anticipate any significant increase in franchises.
We do occasional advertising in Barron’s.

3

The Meisenheimer
Family Exercises Significant Control over Us

The
Meisenheimer family, consisting of Daniel T. Meisenheimer III and Richard C. Meisenheimer and entities own approximately 80% of
our outstanding common stock and as such control the daily affairs of the business as well as significant corporate actions. Additionally,
the Meisenheimer family controls the Board of Directors and as such shareholders have little or no influence over the affairs
of the Company.

Dependence
upon Key Individual

Our
success is dependent upon the activities of Daniel T. Meisenheimer III. The loss of Mr. Meisenheimer through death, disability
or resignation would have a material and adverse effect on our business. Mr. Meisenheimer suffered a stroke a few years ago and
has been unable to devote any material amount of time to the affairs of the Company.

We Have
a Limited Public Market for Our Stock

There
are approximately 700,000 shares held by approximately 300 public shareholders and as such there is a limited public market for
our stock. As such, holders of our stock may have difficulty in selling their shares.

Penny Stock
Regulation

Broker-dealer
practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by
the SEC. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain
national securities exchanges or quoted on the NASDAQ System). The penny stock rules require a broker-dealer, prior to a transaction
in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information
regarding penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer
with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson must disclose
this fact and the broker-dealer’s presumed control over the market, and monthly account statements showing the market value
of each penny stock held in the customer’s account. In addition, broker-dealers, who sell such securities to persons other
than established customers and accredited investors, must make a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's written agreement to the transaction. Consequently, these requirements
may have the effect of reducing the level of activity, if any, in the market for our common stock.

Item 2.

Properties.

Meisenheimer
Capital Real Estate Holdings Inc. (“MCRE”), our wholly owned subsidiary, owns the property at 46 Quirk Road, Milford,
Connecticut, the former location of our corporate offices. Such property consists of three-quarters of an acre of real property
and an office building of approximately 6,000 square feet.

4

In
2011, MCRE rented the property to Spectrum Associates, Inc., a corporation controlled by the two officers of USBL, under an informal
agreement.

On
February 1, 2012, MCRE executed a Lease Agreement with an unrelated entity (the “Tenant”) to rent the property (on
a Net Lease basis) for a term of 11 months from February 1, 2012 to December 31, 2012 at a monthly rent of $3,000. The lease also
provided the Tenant an option to renew the lease for two additional periods of one year each at monthly rates of $3,150 (for the
year ended December 31, 2013), and $3,300 (for the year ended December 31, 2014).

In December 2013,
MCRE executed a Real Estate Contract with two individuals affiliated with the Tenant (the “Buyers”) to sell the MCREH
property for $420,000 cash. An aggregate of $12,000 has been placed in escrow for the benefit of the Company towards the purchase
price pursuant to the contract upon signing of the agreement. The contract was contingent upon the Buyers obtaining a SBA 504
30 year conventional mortgage commitment in the principal amount of not less than $378,000 by the Buyers of January 24, 2014.
Pursuant to the terms of the contract the Buyers had an option, which has expired to terminate the contract via written notice
served to the Company by January 30, 2014 and have the $12,000 held in escrow returned to them by the Company. The closing of
this transaction has been scheduled by legal counsel for the parties to the contract for June 19, 2014.

The
Company currently leases general office space located at 183 Plains Road, Suite 2, Milford, Connecticut from Genvest, LLC (related
party).

Item 3.

Legal
Proceedings.

On
June 30, 2008, a legal action was commenced by Albany Patroons, Inc., a franchisee of USBL, against the Company in the United
States District Court for the Northern District of New York. The complaint alleges breach of contract by USBL due to the suspension
of the 2008 season and seeks total damages of $285,000. On September 5, 2008, the Company answered the complaint and asserted
a counter-claim against plaintiff for breach of franchise agreement and/or memorandum of agreement. This action was discontinued
and the parties agreed to proceed with binding arbitration. The Company believes that it has meritorious defense to the action
and does not expect the ultimate resolution of this matter to have a material adverse effect on its consolidated financial condition
or results of operations.

(a) Our
Common Stock trades on the Over-the-Counter Bulletin Board under the symbol “USBL”. The following is the range of
high and low closing bid prices for the Common Stock for each quarter for the Company’s fiscal years ended February 28,
2013 and February 28, 2014.

Fiscal 2013

Closing Bid

High

Low

First Quarter Ended 5/31/12

$

0.20

$

0.05

Second Quarter Ended 8/31/12

$

0.22

$

0.05

Third Quarter Ended 11/30/12

$

0.22

$

0.05

Fourth Quarter Ended 2/28/13

$

0.15

$

0.05

5

Fiscal 2014

Closing Bid

High

Low

First Quarter Ended 5/31/13

$

0.20

$

0.05

Second Quarter Ended 8/31/13

$

0.20

$

0.05

Third Quarter Ended 11/30/13

$

0.20

$

0.05

Fourth Quarter Ended 2/28/14

$

0.20

$

0.05

The
foregoing range of high-low closing bid prices represents quotations between dealers without adjustments for retail markups, markdowns
or commissions and may not represent actual transactions. The information has been provided by the National Association of Securities
Dealers Composite Feed or other qualified inter-dealer quotation medium.

Approximately
700,000 shares of our Common Stock are held by nonaffiliates as of June 6, 2014. The shares held by members of the public
were issued by us in connection with a private placement over ten years ago and also in connection with an offering in 1995
under Rule 504 of Regulation D of the Securities Act of 1933. The existing holders of shares issued pursuant to the private
placement would have available to them the exemption provided by Rule 144 and thus would be able to sell all of their shares
if they so elected.

We
have not paid any dividends and do not anticipate paying dividends in the future.

Our
Preferred Stock is held by our officers and directors and affiliates. No member of the public holds any Preferred Stock.

EQUITY COMPENSATION
PLAN INFORMATION

Number of securities
to be issued upon exercise of outstanding options, warrants and rights (a)

Number of securities
remaining available for future issuance under equity compensation plans (excluding securities
reflected in column (a)) (c)

Equity compensation
plans approved by security holder

-

N/A

-

Equity compensation
plans not approved by security holders

-

N/A

-

6

Item 6.

Selected
Financial Data.

Not applicable.

Item 7.

Management's
Discussion and Analysis of Financial Condition and Results of Operations.

Overview

It
is anticipated that the Company will continue to operate at a loss for the next twelve months. The Company anticipates continued
reliance on financial assistance from affiliates. Given the current lack of capital, the Company has not been able to develop
any new programs to revitalize the League, nor has it been able to hire sales and promotional personnel or schedule a season.
As a result, the Company is currently dependent on the efforts of Daniel Meisenheimer, III and one other employee for all marketing
efforts. Their efforts have not resulted in any franchises.

CRITICAL ACCOUNTING POLICIES

Revenue Recognition

The
Company generally uses the accrual method of accounting. However, due to the uncertainty of collecting royalty and franchise fees
from the franchisees, the USBL records these revenues upon receipt of cash consideration paid or the performance of related services
by the franchisee. Franchise fees earned in nonmonetary transactions are recorded at the fair value of the franchise granted or
the service received, based on which value is more readily determinable. Upon the granting of the franchise, the Company has performed
essentially all material conditions related to the sale.

Fiscal Year 2014 Compared To
Fiscal Year 2013

For
the years ended February 28, 2014 ("Fiscal 2014") and February 28, 2013 (“Fiscal 2013”), the Company had
no franchise fees or advertising revenues as a result of the cancellation of its seasons. Rental income increased $9,820 from
$37,964 in Fiscal 2013 to $47,784 in Fiscal 2014 as a result of the increase in monthly rent received from the tenant of the property
located on Quirk Road in Milford, Connecticut owned by our subsidiary Meisenheimer Capital Real Estate Holdings, Inc. (“MCREH”).

Operating
expenses decreased $65,104 from $193,589 in Fiscal 2013 to $128,485 in Fiscal 2014. The decrease in operating expenses was primarily
due to lower salaries ($25,913) as a result of the termination of our last employee during Fiscal 2014, lower travel and promotion
expenses ($10,570), the absence of a loss on writedown of obsolete inventory in 2014 ($5,000), lower auto expenses ($5,359), lower
payroll taxes ($4,149), and the reversal of $8,075 old accounts payable in 2014.

Other
expenses decreased by $66,234 from $84,478 in Fiscal 2013 to $18,244 in Fiscal 2014, primarily due to the improvement of gain
(loss) on marketable equity securities of $62,397 from a $60,158 loss in 2013 to a $2,239 gain in 2014 and a decrease in interest
expense from $24,320 in 2013 to $20,483 in 2014. The Company finished liquidating its portfolio of marketable equity securities
in the quarter ended May 31, 2013.

7

Net
loss decreased $141,158 from $240,103 in 2013 to $98,945 in 2014. The decrease in Net Loss was due to the increase in rental income
of $9,820, the decrease in operating expenses of $65,104 and the decrease in other expenses of $66,234.

Liquidity and Capital Resources

The
Company had a working capital deficit of $2,434,816 at February 28, 2014. The Company's statement of cash flows reflects net cash
used in operating activities of $137,981, which is due primarily to the $98,945 net loss and the $34,640 decrease in credit card
obligations. Net cash provided by financing activities was $137,317, which is due primarily to the net increase in amounts due
to related parties.

The
Company expects it will again have to rely on affiliates for loans and revenues to assist it in meeting its current obligations.
With respect to long term needs, the Company recognizes that in order for the League and USBL to be successful, USBL has to develop
a meaningful sales and promotional program. This will require an investment of additional capital. Given the Company's current
financial condition, the ability of the Company to raise additional capital other than from affiliates is questionable. At the
current time the Company has no definitive plan as to how to raise additional capital and schedule a 2015 season.

As
indicated in the report of the independent registered public accounting firm, the consolidated financial statements referred to
above have been prepared for the Company assuming that the Company will continue as a going concern. As discussed in Note 1 to
the consolidated financial statements, the Company’s present financial situation raises substantial doubt about its ability
to continue as a going concern. Management’s plans in regard to this matter are also described in Note 1. The financial
statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts
or classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Item 8.

Financial
Statements and Supplementary Data.

See
our index to financial statements in Item 15 and the financial statements and notes that are filed as part of this annual report
following the signature page.

Item 9.

Changes
in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

8

Item 9A.

Controls
and Procedures.

Based
on their evaluation as of February 28, 2014, our management, with the participation of our President and Chief Financial Officer,
being our principal executive and principal financial officer, respectively, conducted an evaluation of the effectiveness of the
design and operation of our disclosure controls and procedures, as required by Exchange Act Rule 13a-15. Based on that evaluation,
the President and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of February
28, 2014.

There
were no changes in our internal controls over financial reporting that occurred during the quarter ended February 28, 2014 that
have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our
management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company
in accordance with and as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial
reporting is designed to provide reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles, and (iii) compliance with applicable laws and regulations. Our internal controls framework is based on
the criteria set forth in the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO).

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management’s
assessment of the effectiveness of the small business issuer’s internal control over financial reporting is as of February
28, 2014. We believe that internal control over financial reporting is effective. We have not identified any current material
weaknesses considering the nature and extent of our current operations or any risks or errors in financial reporting under current
operations.

Item 9B.

Other
Information.

None.

PART
III

Item 10.

Directors,
Executive Officers and Corporate Governance.

The
following persons served as our directors and executive officers for the fiscal year ended February 28, 2014. Each director holds
office until the next annual meeting of the stockholders or until his successor has been duly elected and qualified. Each executive
officer serves at the discretion of the Board of Directors of the Company.

Name

Age

Position

Daniel T. Meisenheimer III

63

Chairman of the Board and President

Richard C. Meisenheimer

60

Chief Financial Officer and Director

9

Background
of Executive Officers and Directors

Daniel
T. Meisenheimer III (“Mr. Meisenheimer III”) has been Chairman of the Board and President of the Company since its
inception in 1984. Mr. Meisenheimer III has also been the Chairman of the Board and President of MCI, USBL’s parent, since
1983 and occupies the same positions in Cadcom, Inc., a former subsidiary of MCI, and Meisenheimer Capital Real Estate Holdings,
Inc. (“MCREH”). Mr. Meisenheimer III is also a shareholder and director of Synercom, Inc. (“Synercom”),
a Meisenheimer family-owned holding company which owns Spectrum Associates, Inc., a shareholder of USBL and which company has
loaned funds to USBL and MCREH.

Richard
C. Meisenheimer (“R. Meisenheimer”), brother of Mr. Meisenheimer III, has acted as Chief Financial Officer and a Director
of USBL since the inception of the business in 1983. R. Meisenheimer has also been associated with Spectrum Associates, Inc. since
1976 and is now the President of that Company. Spectrum owns 34.1% of USBL Preferred Stock and 6.5% of USBL Common Stock.

The
Company does not have a separate audit committee. The Board of Directors functions as the audit committee. Richard Meisenheimer
qualifies as an audit committee financial expert.

Section
16(a) Beneficial Ownership Reporting Compliance

Section
16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers, directors and persons who own more
than ten percent of a registered class of its equity securities to file reports of ownership and changes in ownership on Forms
3, 4 and 5 with the Securities and Exchange Commission. These persons are required by SEC regulation to furnish the Company with
copies of all Forms 3, 4 and 5 they file with the SEC. Based solely upon our review of the copies of the forms the Company has
received, we believe that all such persons complied on a timely basis with all filing requirements applicable to them with respect
to transactions during fiscal 2014.

Code of
Ethics

The
Company has not adopted a Code of Ethics applicable to its principal executive officer, and principal financial officer. As a
small public company with limited funds and other resources, the Company elected not to incur the time and expense of adopting
such a code.

Item 11.

Executive
Compensation.

For
many years our only two officers, D. Meisenheimer III and R. Meisenheimer, have not received or taken any salaries from USBL.
There are no formal employment agreements with either D. Meisenheimer III and R. Meisenheimer and they have not been paid any
salary for the last five years.

We
have 30,000,000 shares of authorized Common Stock, of which 3,552,502 shares are currently issued and 3,512,527 shares are currently
outstanding. We also have 2,000,000 authorized shares of Convertible Preferred Stock, of which 1,105,679 shares are currently
issued and outstanding.

The
following table sets forth certain information as of June 12, 2014 with respect to the beneficial ownership of both our outstanding
Convertible Preferred Stock (the "Preferred Stock") and Common Stock by (i) any holder of more than five (5%) percent
thereof; (ii) each of our officers and directors and (iii) directors and officers of the Company as a group.

Amount and Nature of

Approximate

Name and Address of Beneficial Owner

Beneficial Ownership

Percent of Class

Daniel T. Meisenheimer III (1)

143,998 Preferred Stock (1)

13.0

%

c/o The United States Basketball League

425,000 Common Stock (1)

12.1

%

183 Plains Road, Suite 2

Milford, CT 06461

Estate of Daniel T. Meisenheimer, Jr.(2)

182,723 Preferred Stock

16.5

%

c/o Spectrum Associates

9,000 Common Stock

*

183 Plains Road, Suite 1

Milford, CT 06461

Richard C. Meisenheimer(3)

142,285 Preferred Stock

12.9

%

884 Robert Treat Ext.

40,000 Common Stock

1.1

%

Orange, CT 06477

Meisenheimer Capital Inc.

140,000 Preferred Stock

12.7

%

183 Plains Road, Suite 2

2,096,175 Common Stock

59.0

%

Milford, CT 06461

Spectrum Associates, Inc. (4)

376,673 Preferred Stock

34.1

%

183 Plains Road, Suite 2

228,857 Common Stock

6.5

%

Milford, CT 06461

All Officers and Directors as a Group (2 persons)

286,283 Preferred Stock

25.9

%

465,000 Common Stock

13.2

%

* less than
1%

(1) Includes
20,000 shares of Preferred Stock and 100,000 shares of Common Stock held by Mr. Meisenheimer III for the benefit of his two minor
children.

(2) Mr. Meisenheimer
Jr., who died in September, 1999, bequeathed his stock to his wife, Mary Ellen Meisenheimer, who died in August, 2008, who bequeathed
her stock to her two children Daniel T. Meisenheimer, III and Richard C. Meisenheimer.

(3) Richard
Meisenheimer, an officer and director of USBL, is also the President of Spectrum Associates, Inc., which owns both Preferred and
Common Stock as set forth herein.

(4) Between
the various members of the Meisenheimer family and their affiliates, Spectrum Associates, Inc. and MCI, the Meisenheimers effectively
control 89% of the outstanding Preferred Stock and 80% of the outstanding Common Stock of USBL. No public shareholders own any
Preferred Stock of USBL.

For
the last twelve years, the principals of MCI consisting of Daniel Meisenheimer III, and Richard Meisenheimer and their affiliated
entities have made loans to us. As of February 28, 2014, USBL and MCREH were indebted to the principals or their affiliated entities
in the sum of $2,261,316. Of the foregoing amount, Spectrum is owed the sum of $1,268,789 and the principals (D. Meisenheimer
III and R. Meisenheimer) are owed $646,041.

b)

Dependency
on Affiliates

Over
the years we have received a material amount of revenues from affiliated persons or entities.

Item 14.

Principal
Accountant Fees and Services.

Audit Fees

We
were billed $20,250 and $20,000 by Michael T. Studer CPA P.C. (“Mike Studer”) for the years ended February 28, 2014
and February 28, 2013, respectively, for professional services rendered for the audits of our annual financial statements and
reviews of our financial statements included in our Forms 10-Q and 10-K.

Tax Fees

We
have not incurred expenses or been billed by Mike Studer for the year ended February 28, 2014 or February 28, 2013 for fees for
tax compliance, tax advice or tax planning services.

All Other
Fees

There
were no other fees billed to us by Mike Studer for the years ended February 28, 2014 or February 28, 2013.

Pre-Approval
Policies

Our
Board of Directors has not adopted any blanket pre-approval policies. Instead, the Board will specifically pre-approve the provision
for all audit or non-audit services.

Our Board of
Directors approved all of the services provided by Mike Studer described in the preceding paragraphs.

12

PART VI

Item 15.

Exhibits
and Financial Statements.

a) The following
consolidated financial statements of United States Basketball League, Inc. and its subsidiary are included in this report immediately
following the signature page:

1.

Financial
Statements

·

Consolidated
Balance Sheets

·

Consolidated
Statements of Operations

·

Consolidated
Statements of Stockholders' Deficiency

·

Consolidated
Statements of Cash Flows

·

Notes
to Consolidated Financial Statements

2.

Index
to Financial Statement Schedules

Schedules are omitted because they
are either not required or the required information is provided in the consolidated financial statements or notes thereof.

3.

Index
to Exhibits

The exhibits filed herewith or incorporated
by reference are set forth on the Exhibit Index below and attached hereto.

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Document

101.DEF

XBRL Taxonomy Extension Definitions Document

101.LAB

XBRL Taxonomy Extension Labels Document

101.PRE

XBRL Taxonomy Extension Presentations Document

*Incorporated by reference
to the Company’s Registration Statement on Form 10-SB, and amendments thereto, filed with the SEC on May 30, 2000.

+Incorporated
by reference to the Company’s Annual Report on Form 10-KSB for the fiscal year ended February 28, 2001.

14

SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized on the 13th day of June, 2014.

I have audited
the accompanying consolidated balance sheets of United States Basketball League, Inc. and subsidiary (the “Company”)
as of February 28, 2014 and February 28, 2013, and the related consolidated statements of operations, stockholders’ deficiency,
and cash flows for the years ended February 28, 2014 and February 28, 2013. These financial statements are the responsibility
of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audits.

I conducted
my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require
that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.

In my opinion,
the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the
Company as of February 28, 2014 and February 28, 2013, and the results of its operations and cash flows for the years ended February
28, 2014 and February 28, 2013 in conformity with accounting principles generally accepted in the United States.

The accompanying
financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to
the consolidated financial statements, the Company’s present financial situation raises substantial doubt about its ability
to continue as a going concern. Management’s plans in regard to this matter are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Michael T. Studer
CPA P.C.

Freeport, New York

June 13, 2014

F-2

UNITED STATES
BASKETBALL LEAGUE, INC. AND SUBSIDIARY

Consolidated
Balance Sheets

February 28, 2014
and February 28, 2013

February 28,
2014

February 28,
2013

Assets

Current Assets:

Cash and cash equivalents

$

10,978

$

11,642

Marketable equity securities

-

4,106

Prepaid expenses

3,409

-

Due from related party

-

35,450

Total Current Assets

14,387

51,198

Property, net of accumulated depreciation of
$55,766 and $50,574, respectively

United States
Basketball League, Inc. (“USBL”) was incorporated in Delaware on May 29, 1984 as a wholly owned subsidiary of Meisenheimer
Capital, Inc. (“MCI”) for the purpose of developing and managing a professional basketball league, the United States
Basketball League (the “League”). Since the inception of the League, USBL has primarily engaged in selling franchises
and managing the League from 1985 and up to the present time, USBL has sold a total of approximately forty active franchises (teams),
a vast majority of which were terminated for non-payment of their respective franchise obligations. The 2008, 2009, 2010, 2011,
2012, 2013 and 2014 seasons have been cancelled. At the present time, USBL does not have any definitive plans as to the scheduling
of a new season. USBL is currently in the process of exploring certain strategic alternatives, including the possible sale of
the League.

At February 28,
2014, USBL and MCREH (collectively, the “Company”) had negative working capital of $2,434,816, a stockholders’
deficiency of $2,213,582, and accumulated losses of $4,897,565. These factors, as well as the Company’s reliance on related
parties (see note 7), raise substantial doubt as to the Company's ability to continue as a going concern. The financial statements
do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts or classification
of liabilities that might be necessary in the event the Company cannot continue in existence.

The Company is making efforts to
raise equity capital, revitalize the league and market new franchises. However, there can be no assurance that the Company will
be successful in accomplishing its objectives. The consolidated financial statements do not include any adjustments that might
be necessary should the USBL be unable to continue as a going concern.

2.

Summary of Significant
Accounting Policies

Principles of consolidation
- The accompanying consolidated financial statements include the accounts of USBL and MCREH. All significant intercompany
accounts and transactions have been eliminated in consolidation.

Cash and cash equivalents
- The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash
equivalents.

Fair value disclosures –
The carrying amounts of the Company’s financial instruments, which consist of cash and cash equivalents, marketable
equity securities, due from related party, accounts payable and accrued expenses, credit card obligations, and due to related
parties, approximate their fair value due to their short term nature or based upon values of comparable instruments.

Marketable equity securities
– Marketable equity securities are recorded at fair value with unrealized gains and losses included in income. The
Company has classified its investment in marketable equity securities as trading securities. The change in net unrealized holding
gain (loss) included in earnings for the years ended February 28, 2014 and February 28, 2013 was $(2,059) and $112,889, respectively.

Depreciation expense -
Depreciation is computed using the straight-line method over the building's estimated useful life (approximately 30 years).

F-7

Revenue recognition -
The Company generally uses the accrual method of accounting in these financial statements. However, due to the uncertainty of
collecting royalty and franchise fees from the franchisees, USBL records these revenues upon receipt of cash consideration paid
or the performance of related services by the franchisee. Franchise fees earned in nonmonetary transactions are recorded at the
fair value of the franchise granted or the service received, based on which value is more readily determinable. Upon the granting
of the franchise, the Company has performed essentially all material conditions related to the sale.

Income taxes - Deferred
tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities,
and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation
allowance has been fully provided for the deferred tax asset (approximately $980,000 at February 28, 2014) attributable to the
USBL net operating loss carryforward.

As of February 28, 2014, USBL had
a net operating loss carryforward of approximately $2,800,000 available to offset future taxable income. The carryforward expires
in varying amounts from 2019 to 2034. Current United States income tax laws limit the amount of loss available to be offset against
future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable
income may be limited.

USBL and MCREH file consolidated
Federal and combined separate Connecticut income tax returns. The last returns filed were for the year ended December 31, 2012.

Estimates –
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

Stock-based compensation –
Stock-based compensation is accounted for at fair value in accordance with Accounting Standards Codification (“ASC”)
718, “Compensation – Stock Compensation”. No stock options were granted during the years ended February 28,
2014 and February 28, 2013 and none are outstanding at February 28, 2014.

Earnings
(loss) per share – ASC 260, “Earnings Per Share”, establishes standards
for computing and presenting earnings (loss) per share (EPS). ASC 260 requires dual presentation of basic and diluted EPS. Basic
EPS excludes dilution and is computed by dividing net income available to common stockholders by the weighted average number of
common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if stock options or convertible
securities were exercised or converted into common stock. The Company did not include the 1,105,679 shares of convertible preferred
stock in its calculation of diluted loss per share for the years ended February 28, 2014 and February 28, 2013 as the result would
have been antidilutive.

Comprehensive income -
Other comprehensive income (loss) refers to revenues, expenses, gains and losses that under generally accepted accounting principles
are included in comprehensive income but are excluded from net income (loss) as these amounts are recorded directly as an adjustment
to stockholders' equity. Comprehensive loss was equivalent to net loss for all periods presented.

Reclassifications –
Certain prior year expenses have been reclassified to conform to the current year’s presentation.

F-8

3.

Marketable Equity Securities

At February 28, 2013, marketable
equity securities consisted of:

Fair

Value and

Carrying

Security

Shares

Cost

Value

Seafarer Exploration Corp. (SFRX)

152,064

2,047

4,106

Total

$

2,047

$

4,106

As discussed in Note 2, the Company
has classified its investment in marketable equity securities as trading securities. All fair value measurements are based on
Level 1 inputs (i.e. closing trading prices of respective marketable equity securities).

Gain (loss) on marketable equity
securities consisted of:

Year Ended

February 28,

February 28,

2014

2013

Realized net gain (loss)

$

4,298

$

(173,047

)

Unrealized net gain (loss)

(2,059

)

112,889

Net gain (loss)

$

2,239

$

(60,158

)

4.

Due from Related Parties

At February 28, 213, due from related party consisted
of:

USBL receivable from Meisenheimer Capital, Inc.

(“MCI”), controlling stockholder of
USBL, non-interest bearing, due on demand

$

35,450

Total

$

35,450

F-9

5.

Property, Net

Property, net, consists of:

February 28,

February 28,

2014

2013

Land

$

121,253

$

121,253

Building

155,747

155,747

Total

277,000

277,000

Less accumulated depreciation

(55,766

)

(50,574

)

Property, net

$

221,234

$

226,426

The property is a commercial building
owned by MCREH located in Milford, Connecticut. From June 2008 to December 2010, MCREH had no tenants at the property.

In 2011, Spectrum Associates, Inc.
(“Spectrum”), a corporation controlled by the two officers of USBL, entered into an informal agreement to rent available
space from MCREH for the purpose of storing surplus material. Under this agreement, Spectrum paid MCREH a total of $12,000 rent
for the year ended February 29, 2012.

On February 1, 2012, MCREH executed
a Lease Agreement with an unrelated entity (the “Tenant”) to rent the MCREH property (on a Net Lease basis) for a
term of 11 months from February 1, 2012 to December 31, 2012 at a monthly rent of $3,000. The lease also provided the Tenant an
option to renew the lease for two additional periods of one year each at monthly rents of $3,150 (for the year ended December
31, 2013), and $3,300 (for the year ended December 31, 2014).

In December 2013, MCRE executed
a Real Estate Contract with two individuals affiliated with the Tenant (the “Buyers”) to sell the MCREH property for
$420,000 cash. An aggregate of $12,000 has been placed in escrow for the benefit of the Company towards the purchase price pursuant
to the contract upon signing of the agreement. The contract was contingent upon the Buyers obtaining a SBA 504 30 year conventional
mortgage commitment in the principal amount of not less than $378,000 by the buyers by January 24, 2014. Pursuant to the terms
of the contract, the buyers had an option, which has expired, to terminate the contract via written notice served to the Company
by January 30, 2014 and have the $12,000 held in escrow returned to them by the Company. The closing of this transaction has been
scheduled by legal counsel for the parties to the contract for June 19, 2014.

6.

Credit Card Obligations

USBL uses credit cards of related
parties to pay for certain travel and promotion expenses. USBL has agreed to pay the credit card balances, including related interest.
The credit card obligations bear interest at rates ranging up to 30% and are due in monthly installments of principal and interest.

F-10

7.

Due to Related Parties

Due to related parties consist of:

February 28, 2014

February 28, 2013

USBL loans payable to Spectrum Associates, Inc. (“Spectrum”), a corporation controlled by the two officers of USBL, interest at 6%, due on demand

$

1,239,289

$

1,262,289

USBL loans payable to the two officers of USBL, interest at 6%, due on demand

527,041

564,560

USBL loan payable to Genvest, LLC (“Genvest”), an entity controlled by the two officers of USBL, non-interest bearing, due on demand

20,000

20,000

USBL loans to Daniel T. Meisenheimer, Jr. Trust, a trust controlled by the two officers of USBL, non-interest bearing, due on demand

44,100

44,100

MCREH notes payable to trusts for the benefit of the two officers of USBL, interest at 6%, due December 31, 2011

50,000

50,000

MCREH note payable to Spectrum, interest at 7%, due on demand, secured by MCREH property

25,000

25,000

MCREH note payable to president of USBL, interest at 7%, due on demand, secured by MCREH property

45,000

45,000

MCREH note payable to the two officers of USBL, interest at 7%, due on demand, secured by MCREH property

70,000

70,000

MCREH note payable to a trust for the benefit of the two officers of USBL, interest at 4%, due October 22, 2009, secured by MCREH property

70,000

70,000

MCREH loan payable to Spectrum, non-interest bearing, due on demand

4,500

4,500

MCREH loan payable to president of USBL, non-interest bearing, due on demand

For the years ended February 28,
2014 and February 28, 2013, interest due under the USBL loans were waived by the respective lenders.

At February 28, 2014 and February
28, 2013, accounts payable and accrued expenses included accrued interest payable to related parties totaling $77,887 and $69,887,
respectively.

8.

Stockholders’ Equity

Each share of common stock has one
vote. Each share of preferred stock has five votes, is entitled to a 2% non-cumulative annual dividend, and is convertible at
any time into one share of common stock.

9.

Related Party Transactions

For the years
ended February 28, 2014 and February 28, 2013, USBL included in other operating expenses rent, payable to Genvest, LLC totaling
$12,000 and $12,000, respectively.

F-11

10.

Commitment and Contingencies

Occupancy
Agreement

In September 2007, the Company moved
its office from the MCREH building to a building owned by Genvest, LLC, an entity controlled by the two officers of USBL. Improvements
to the Company’s space were completed in February 2008. Pursuant to a verbal agreement, the Company is to pay Genvest monthly
rentals of $1,000 commencing March 2008. At February 28, 2014 and February 28, 2013, accounts payable and accrued expenses included
accrued rent payable to Genvest totaling $72,000 and $60,000, respectively.

Cancellation of 2008, 2009, 2010,
2011, 2012, 2013 and 2014 Seasons

USBL cancelled its seasons from
2008 to 2014. These cancellations may result in claims and legal actions from franchisees.

Litigation

On June 30, 2008, a legal action
was commenced by Albany Patroons, Inc., a franchisee of USBL, against the Company in the United States District Court for the
Northern District of New York. The complaint alleges breach of contract by USBL due to the suspension of the 2008 season and seeks
total damages of $285,000. On September 5, 2008, the Company answered the complaint and asserted a counter-claim against plaintiff
for breach of franchise agreement and/or memorandum of agreement. This action was discontinued and the parties agreed to proceed
with binding arbitration. The Company believes that it has a meritorious defense to the action and does not expect the ultimate
resolution of this matter to have a material adverse effect on its consolidated financial condition or results of operations.

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